Основная статистика
| CIK | 1474627 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Newegg Commerce, Inc.
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| August 21, 2025 |
Newegg Announces First Half 2025 Results Exhibit 99.1 Newegg Announces First Half 2025 Results Diamond Bar, California, August 21, 2025 – Newegg Commerce, Inc. (NASDAQ: NEGG) (the “Company” or “Newegg”), a leading global technology e-commerce retailer, today announced results for the six months ended June 30, 2025. “Newegg experienced strong year-over-year growth in the first half of 2025, driven primarily by increased demand for GPUs an |
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| August 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2025 Commission File Number: 001-34661 Newegg Commerce, Inc. |
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| August 19, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2025 Commission File Number: 001-34661 Newegg Commerce, Inc. |
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| August 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2025 Commission File Number: 001-34661 Newegg Commerce, Inc. |
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| August 15, 2025 |
NEWEGG COMMERCE, INC. THIRD AMENDMENT TO THE AMENDED AND RESTATED SHAREHOLDERS AGREEMENT Exhibit 99.1 NEWEGG COMMERCE, INC. THIRD AMENDMENT TO THE AMENDED AND RESTATED SHAREHOLDERS AGREEMENT This Third Amendment to the Amended and Restated Shareholders Agreement, dated as of August 13, 2025 (the “Third Amendment”), is made by and among (i) Newegg Commerce, Inc., a British Virgin Islands company (the “Company”), (ii) Fred Chang (“Mr. Chang”), an individual in his capacity as the Minori |
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| August 13, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2025 Commission File Number: 001-34661 Newegg Commerce, Inc. |
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| July 15, 2025 |
Newegg Commerce, Inc. Up to $65,000,000 of Common Shares Filed Pursuant to Rule 424(b)(5) Registration No. 333-265985 PROSPECTUS SUPPLEMENT (To prospectus dated October 5, 2022) Newegg Commerce, Inc. Up to $65,000,000 of Common Shares We have entered into a Sales Agreement, dated July 15, 2025 (the “Sales Agreement”), with Needham & Company, LLC (the “Agent”) relating to sales of our common shares, par value $0.43696 (the “Common Shares”), offered by th |
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| July 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2025 Commission File Number: 001-34661 Newegg Commerce, Inc. |
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| July 15, 2025 |
Newegg Commerce, Inc. Common Shares SALES AGREEMENT Exhibit 1.1 Newegg Commerce, Inc. Common Shares SALES AGREEMENT July 15, 2025 Needham & Company, LLC 250 Park Avenue New York, New York 10177 Ladies and Gentlemen: Newegg Commerce, Inc., a company incorporated under the laws of the British Virgin Islands (the “Company”), confirms as follows its agreements with Needham & Company, LLC (the “Sales Agent”). 1. Issuance and Sale of Shares. (a) On the b |
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| April 28, 2025 |
Consent of Independent Registered Public Accounting Firm Exhibit 15.1 Tel: (310) 557-0300 Fax: (310) 557-1777 www.bdo.com 515 S Flower St, 47th Floor Los Angeles, CA 90071 Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the Registration Statements on Forms S-8 (No. 333-259485 and 333-267842) and Form F-3 (No. 333-265985) of Newegg Commerce, Inc. of our report dated April 28, 2025, relating |
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| April 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXC |
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| April 28, 2025 |
I, Christina Ching, certify that: Exhibit 13.2 I, Christina Ching, certify that: 1. This annual report on Form 20-F of the Newegg Commerce, Inc. (the “Company”) for the year ended December 31, 2024, (the “Annual Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Annual Report fairly presents, in all material respects, the financial |
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| April 28, 2025 |
SECOND AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT Exhibit 4.9 Execution Version SECOND AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT THIS SECOND AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”), dated as of June 30, 2023, is entered into by and among: (a) Newegg Commerce, Inc., a business company incorporated with limited liability under the laws of the British Virgin Islands, Newegg Inc., a Delaware corporation, New |
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| April 28, 2025 |
I, Anthony Chow, certify that: Exhibit 13.1 I, Anthony Chow, certify that: 1. This annual report on Form 20-F of the Newegg Commerce, Inc. (the “Company”) for the year ended December 31, 2024, (the “Annual Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Annual Report fairly presents, in all material respects, the financial co |
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| April 28, 2025 |
NEWEGG COMMERCE, INC. INSIDER TRADING POLICY Exhibit 11.1 NEWEGG COMMERCE, INC. INSIDER TRADING POLICY I. Introduction Federal and state laws prohibit buying, selling or making other transfers of securities by persons who have material information that is not generally known or available to the public. These laws also prohibit persons with such material nonpublic information from disclosing this information to others who trade. Newegg Commer |
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| April 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2025 Commission File Number: 001-34661 Newegg Commerce, Inc. |
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| April 28, 2025 |
I, Christina Ching, certify that: Exhibit 12.2 I, Christina Ching, certify that: 1. I have reviewed this annual report on Form 20-F of Newegg Commerce, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the perio |
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| April 28, 2025 |
Newegg Announces Fiscal Year 2024 Results Exhibit 99.1 Newegg Announces Fiscal Year 2024 Results DIAMOND BAR, Calif., April 28, 2025 - Newegg Commerce, Inc. (NASDAQ: NEGG), a leading global technology e-commerce retailer, today announced results for the fiscal year ended December 31, 2024. Newegg Chief Executive Officer Anthony Chow announced, “2024 was a year defined by operational discipline and strategic focus. Throughout the year, we |
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| April 28, 2025 |
I, Anthony Chow, certify that: Exhibit 12.1 I, Anthony Chow, certify that: 1. I have reviewed this annual report on Form 20-F of Newegg Commerce, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period c |
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| April 28, 2025 |
THIRD AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT Exhibit 4.10 Execution Version THIRD AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT THIS THIRD AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”), dated as of August 27, 2024, is entered into by and among: (a) Newegg Commerce, Inc., a business company incorporated with limited liability under the laws of the British Virgin Islands, Newegg Inc., a Delaware corporation, Ne |
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| April 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2025 Commission File Number: 001-34661 Newegg Commerce, Inc. |
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| April 23, 2025 |
Newegg Regains Compliance with Nasdaq Minimum Bid Price Requirement Exhibit 99.1 Newegg Regains Compliance with Nasdaq Minimum Bid Price Requirement DIAMOND BAR, Calif., April 23, 2025 – Newegg Commerce, Inc. (NASDAQ: NEGG) (the “Company” or “Newegg”) today announced that it has received a notification letter (the “Notification Letter”) from the Listing Qualifications Department of The Nasdaq Capital Market notifying the Company that it had regained compliance wit |
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| April 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2025 Commission File Number: 001-34661 Newegg Commerce, Inc. |
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| April 7, 2025 |
Exhibit 1.1 BVI COMPANY NUMBER: 553525 TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT, 2004 AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Newegg Commerce, Inc. A COMPANY LIMITED BY SHARES Incorporated on the 22nd day of July, 2003 (Re-registered under the BVI Business Companies Act, 2004 on 1st January, 2007) INCORPORATED IN THE BRITISH VIRGIN ISLANDS (As a |
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| March 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2025 Commission File Number: 001-34661 Newegg Commerce, Inc. |
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| March 14, 2025 |
Newegg Announces Upcoming Share Combination Exhibit 99.1 Newegg Announces Upcoming Share Combination DIAMOND BAR, Calif., March 14, 2025 – Newegg Commerce, Inc. (NASDAQ: NEGG) (the “Company”), a global leader in e-commerce for technology products, today announced that its board of directors approved a twenty-to-one share combination (commonly referred to as a reverse stock split) of its common shares. The share combination was also approved |
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| December 17, 2024 |
NEGG / Newegg Commerce, Inc. / TEKHILL USA LLC - SC13D/A Activist Investment SC 13D/A 1 tekhillsc13da.htm SC13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) Newegg Commerce, Inc. (Name of Issuer) Common Stock, par value $0.021848 (Title of Class of Securities) G6483G100 (CUSIP Number) Fred Chang 21688 Gateway Center Dr., Suite 300, Diamond Bar, California 91748 (562) 884 |
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| November 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2024 Commission File Number: 001-34661 Newegg Commerce, Inc. |
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| August 29, 2024 |
Newegg Announces First Half 2024 Results Exhibit 99.1 Newegg Announces First Half 2024 Results CITY OF INDUSTRY, Calif., August 28, 2024 – Newegg Commerce, Inc. (NASDAQ: NEGG) (the “Company” or “Newegg”), a leading global technology e-commerce retailer, today announced results for the six months ended June 30, 2024. Newegg Chief Executive Officer Anthony Chow states, “as expected, the first half of the year saw a slowdown in computer har |
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| August 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2024 Commission File Number: 001-34661 Newegg Commerce, Inc. |
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| June 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2024 Commission File Number: 001-34661 Newegg Commerce, Inc. |
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| May 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2024 Commission File Number: 001-34661 Newegg Commerce, Inc. |
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| May 10, 2024 |
Newegg Receives Nasdaq Notification Regarding Minimum Bid Requirements Exhibit 99.1 Newegg Receives Nasdaq Notification Regarding Minimum Bid Requirements CITY OF INDUSTRY, Calif., May 10, 2024 – On May 8, 2024, Newegg Commerce, Inc. (NASDAQ: NEGG) (the “Company” or “Newegg”) received a letter from the Listing Qualifications Department of The Nasdaq Capital Market (“Nasdaq”) notifying the Company that it is currently not in compliance with the minimum bid price requi |
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| April 24, 2024 |
Consent of Independent Registered Public Accounting Firm Exhibit 15.1 Consent of Independent Registered Public Accounting Firm We hereby consent to the incorporation by reference in the Registration Statements on Forms S-8 (No. 333-259485 and 333-267842) and Form F-3 (No. 333-265985) of Newegg Commerce, Inc. of our report dated April 24, 2024, relating to the consolidated financial statements, which appears in this Annual Report on Form 20-F. /s/ BDO US |
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| April 24, 2024 |
NEWEGG COMMERCE, INC. CLAWBACK POLICY Exhibit 97.1 NEWEGG COMMERCE, INC. CLAWBACK POLICY OVERVIEW In accordance with the applicable rules (the “Nasdaq Rules”) of The Nasdaq Stock Market (“Nasdaq”) and Section 10D and Rule 10D-1 (“Rule 10D-1”) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Board of Directors (the “Board”) of Newegg Commerce, Inc. (the “Company”) has adopted this Policy (the “Policy”) to pr |
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| April 24, 2024 |
I, Robert Chang, certify that: Exhibit 12.2 I, Robert Chang, certify that: 1. I have reviewed this annual report on Form 20-F of Newegg Commerce, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period c |
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| April 24, 2024 |
I, Anthony Chow, certify that: Exhibit 13.1 I, Anthony Chow, certify that: 1. This annual report on Form 20-F of the Newegg Commerce, Inc. (the “Company”) for the year ended December 31, 2023, (the “Annual Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Annual Report fairly presents, in all material respects, the financial co |
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| April 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXC |
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| April 24, 2024 |
Newegg Announces Fiscal Year 2023 Results and Fiscal Year 2024 Guidance Exhibit 99.1 Newegg Announces Fiscal Year 2023 Results and Fiscal Year 2024 Guidance CITY OF INDUSTRY, Calif., April 24, 2024 - Newegg Commerce, Inc. (NASDAQ: NEGG), a leading global technology e-commerce retailer, today announced results for the fiscal year ended December 31, 2023 and guidance for the fiscal year ending December 31, 2024. Newegg Chief Executive Officer Anthony Chow announced, “De |
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| April 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2024 Commission File Number: 001-34661 Newegg Commerce, Inc. |
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| April 24, 2024 |
I, Robert Chang, certify that: Exhibit 13.2 I, Robert Chang, certify that: 1. This annual report on Form 20-F of the Newegg Commerce, Inc. (the “Company”) for the year ended December 31, 2023, (the “Annual Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Annual Report fairly presents, in all material respects, the financial co |
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| April 24, 2024 |
I, Anthony Chow, certify that: Exhibit 12.1 I, Anthony Chow, certify that: 1. I have reviewed this annual report on Form 20-F of Newegg Commerce, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period c |
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| March 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2024 Commission File Number: 001-34661 Newegg Commerce, Inc. |
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| March 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2024 Commission File Number: 001-34661 Newegg Commerce, Inc. |
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| December 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023 Commission File Number: 001-34661 Newegg Commerce, Inc. |
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| December 22, 2023 |
Newegg Announces Q3 2023 Results Exhibit 99.1 Newegg Announces Q3 2023 Results CITY OF INDUSTRY, Calif., December 22, 2023 – Newegg Commerce, Inc. (NASDAQ: NEGG), a leading global technology e-commerce retailer, today announced results for the nine months ended September 30, 2023, and revised guidance for the year ending December 31, 2023. “While we continued to experience lower-than-expected results in the third quarter due to c |
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| December 13, 2023 |
Newegg Regains Compliance with Nasdaq Minimum Bid Requirements Exhibit 99.1 Newegg Regains Compliance with Nasdaq Minimum Bid Requirements CITY OF INDUSTRY, Calif., December 12, 2023 – Newegg Commerce, Inc. (NASDAQ: NEGG) (the “Company” or “Newegg”) today announced that it has received a notification letter (the “Notification Letter”) from the Listing Qualifications Department of The Nasdaq Capital Market notifying the Company that it had regained compliance |
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| December 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023 Commission File Number: 001-34661 Newegg Commerce, Inc. |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023 Commission File Number: 001-34661 Newegg Commerce, Inc. |
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| November 13, 2023 |
Exhibit 99.1 Newegg Receives Nasdaq Notification Regarding Minimum Bid Requirements, Simultaneously Announces Inaugural $10 Million Share Repurchase Program CITY OF INDUSTRY, Calif., November 13, 2023 – On November 6, 2023, Newegg Commerce, Inc. (NASDAQ: NEGG) (the “Company” or “Newegg”) received a letter from the Listing Qualifications Department of The Nasdaq Capital Market (“Nasdaq”) notifying |
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| August 29, 2023 |
Newegg Announces First Half 2023 Results Exhibit 99.1 Newegg Announces First Half 2023 Results CITY OF INDUSTRY, Calif., August 29, 2023 – Newegg Commerce, Inc. (NASDAQ: NEGG), a leading global technology e-commerce retailer, today announced results for the six months ended June 30, 2023. “We continued to experience weaker than expected demand for consumer technology products and finished goods during the first half of 2023 as consumers |
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| August 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 Commission File Number: 001-34661 Newegg Commerce, Inc. |
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| April 27, 2023 |
Exhibit 4.17 PURCHASE AND SALE AGREEMENT BY AND BETWEEN BSP SENITA GATEWAY CENTER, LLC AS SELLER AND NEWEGG INC. AS PURCHASER FOR 21688 Gateway Center Drive Diamond Bar, California 91765 Dated as of April 21, 2023 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of the 21st day of April, 2023 (the “Effective Date”) by and between BSP SENITA GATEWAY CENTER, |
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| April 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXC |
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| April 27, 2023 |
Exhibit 13.1 I, Anthony Chow, certify that: 1. This annual report on Form 20-F of the Newegg Commerce, Inc. (the “Company”) for the year ended December 31, 2022, (the “Annual Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Annual Report fairly presents, in all material respects, the financial co |
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| April 27, 2023 |
I, Robert Chang, certify that: Exhibit 12.2 I, Robert Chang, certify that: 1. I have reviewed this annual report on Form 20-F of Newegg Commerce, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period c |
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| April 27, 2023 |
Exhibit 13.2 I, Robert Chang, certify that: 1. This annual report on Form 20-F of the Newegg Commerce, Inc. (the “Company”) for the year ended December 31, 2022, (the “Annual Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Annual Report fairly presents, in all material respects, the financial co |
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| April 27, 2023 |
Exhibit 4.16 |
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| April 27, 2023 |
Exhibit 2.2 INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is entered into as of [·] (the “Effective Date”) by and between Newegg Commerce, Inc., a British Virgin Islands company (the “Company”), and [·] (the “Indemnitee”). RECITALS WHEREAS, the Board of Directors has determined that the inability to attract and retain qualified persons as directors and officers is det |
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| April 27, 2023 |
FIRST AMENDMENT TO reVOLVING CREDit and security aGREEMENT Exhibit 4.8 FIRST AMENDMENT TO reVOLVING CREDit and security aGREEMENT THIS FIRST AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”), dated as of April 13, 2023, is entered into by and among Newegg Commerce, Inc., a business company incorporated with limited liability under the laws of the British Virgin Islands, Newegg Inc., a Delaware corporation, Newegg North America Inc., |
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| April 27, 2023 |
Consent of Independent Registered Public Accounting Firm Exhibit 15.1 Consent of Independent Registered Public Accounting Firm Newegg Commerce, Inc. City of Industry, California We hereby consent to the incorporation by reference in the Registration Statements on Forms S-8 (No. 333-259485 and 333-267842) and Form F-3 (No. 333-265985) of Newegg Commerce, Inc. of our report dated April 27, 2023, relating to the consolidated financial statements, which app |
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| April 27, 2023 |
EXECUTIVE EMPLOYMENT AGREEMENT Exhibit 4.6 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the “Agreement”) is entered into as of the Effective Date (as defined below) by and between [LEGAL NAME] (“Executive”), and Newegg Commerce, Inc., a corporation organized under the laws of the British Virgin Islands (the “Company”). The Company and Executive may hereinafter each individually be referred to as a “Party” |
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| April 27, 2023 |
Exhibit 12.1 I, Anthony Chow, certify that: 1. I have reviewed this annual report on Form 20-F of Newegg Commerce, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period c |
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| April 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2023 Commission File Number: 001-34661 Newegg Commerce, Inc. |
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| April 24, 2023 |
Newegg Announces Year End 2022 Results and 2023 Guidance Exhibit 99.1 Newegg Announces Year End 2022 Results and 2023 Guidance CITY OF INDUSTRY, Calif., April 24, 2023 - Newegg Commerce, Inc. (NASDAQ: NEGG), a leading global technology e-commerce retailer, today announced results for the year ended December 31, 2022 and guidance for the year ending December 31, 2023. “Our growth slowed in 2022 primarily related to factors outside of our control, includi |
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| January 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2023 Commission File Number: 001-34661 Newegg Commerce, Inc. |
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| December 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) NEWEGG COMMERCE, INC. (Name of Issuer) Common Stock, US$0.021848 par value per share (Title of Class of Securities) G6483G 100 (CUSIP Number) Zhitao He Hangzhou Lianluo Interactive Information Technology Co., Ltd.1 18/F, Xintu Tower 451 Wulianwang Stree |
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| December 22, 2022 |
Exhibit 4.5 |
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| December 22, 2022 |
Exhibit 4.6 EXECUTION COPY AMENDED AND RESTATED SUPPLEMENTAL AGREEMENT This AMENDED AND RESTATED SUPPLEMENTAL AGREEMENT, dated as of December [19], 2022 (as amended, restated or otherwise modified from time to time, this “Supplemental Agreement”), is by and among Digital Grid (Hong Kong) Technology Co. Limited, a Hong Kong company (“Digital Grid”); Bank of China Limited Zhejiang Branch (“Bank of C |
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| December 22, 2022 |
Exhibit 4.4 |
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| December 1, 2022 |
Exhibit 99.2 NEWEGG COMMERCE, INC. Condensed Consolidated Financial Statements September 30, 2022 and December 31, 2021 (Unaudited) NEWEGG COMMERCE, INC. Condensed Consolidated Balance Sheets (In thousands, except par value) (Unaudited) September 30, 2022 December 31, 2021 Assets Current assets: Cash and cash equivalents $ 81,887 $ 99,993 Restricted cash 1,214 4,337 Accounts receivable, net 54,809 |
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| December 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2022 Commission File Number: 001-34661 Newegg Commerce, Inc. |
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| December 1, 2022 |
Exhibit 99.1 Management’s Discussion and Analysis of Financial Condition and Results of Operations You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our unaudited condensed consolidated financial statements and the related notes thereto in Exhibit 99.2. This discussion contains forward-looking statements that are subject |
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| October 12, 2022 |
Exhibit 107.1 Form S-8 (Form Type) NEWEGG COMMERCE, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title(1) Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Shares, par value $0.021848 per share, to be i |
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| October 12, 2022 |
Amendment No. 1 to Newegg Commerce, Inc. 2021 Equity Incentive Plan. Exhibit 99.2 AMENDMENT NO. 1 TO THE NEWEGG COMMERCE, INC. 2021 EQUITY INCENTIVE PLAN WHEREAS, Newegg Commerce, Inc., a business company incorporated with limited liability under the laws of the British Virgin Island (the “Company”), maintains the Newegg Commerce, Inc. 2021 Equity Incentive Plan (the “Plan”); and WHEREAS, the Company has determined that, subject to and effective upon shareholder ap |
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| October 12, 2022 |
As filed with the Securities and Exchange Commission on October 12, 2022 As filed with the Securities and Exchange Commission on October 12, 2022 Registration No. |
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| October 4, 2022 |
Opinion of Conyers, Dill & Pearman, British Virgin Islands counsel, relating to the base prospectus Exhibit 5.3 CONYERS DILL & PEARMAN 29th Floor One Exchange Square 8 Connaught Place Central Hong Kong T +852 2524 7106 | F +852 2845 9268 conyers.com 4 October 2022 Matter No.: 864750 Doc ref: 108492546 852 2842 9530 [email protected] Newegg Commerce, Inc. 17560 Rowland Street City of Industry, CA 91748 United States of America Dear Sir/ Madam, Re: Newegg Commerce, Inc. (the ?Company?) We h |
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| October 4, 2022 |
As filed with the Securities and Exchange Commission on October 4, 2022 As filed with the Securities and Exchange Commission on October 4, 2022 Registration No. |
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| September 30, 2022 |
September 30, 2022 Via Edgar Only Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| September 30, 2022 |
As filed with the Securities and Exchange Commission on September 30, 2022 As filed with the Securities and Exchange Commission on September 30, 2022 Registration No. |
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| September 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number 3235-0101 Expires: July 31, 2023 Estimated average burden hours per response 1.0 FORM 144 SEC USE ONLY NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 DOCUMENT SEQUENCE NO. ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing a |
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| September 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2022 Commission File Number: 001-34661 Newegg Commerce, Inc. |
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| September 2, 2022 |
NEWEGG COMMERCE, INC. 2021 EQUITY INCENTIVE PLAN NOTICE OF GRANT OF AWARD OF RESTRICTED STOCK UNITS Exhibit 99.2 NEWEGG COMMERCE, INC. 2021 EQUITY INCENTIVE PLAN NOTICE OF GRANT OF AWARD OF RESTRICTED STOCK UNITS Notice of Grant Newegg Commerce, Inc. (the ?Company?) hereby grants to the Participant named below the number of Restricted Stock Units specified below (the ?Award?). Each Restricted Stock Unit represents the right to receive one share of the Company?s common shares, par value $0.021848 |
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| September 2, 2022 |
NEWEGG COMMERCE, INC. SECOND AMENDMENT TO THE AMENDED AND RESTATED SHAREHOLDERS AGREEMENT Exhibit 99.3 NEWEGG COMMERCE, INC. SECOND AMENDMENT TO THE AMENDED AND RESTATED SHAREHOLDERS AGREEMENT This Second Amendment to the Amended and Restated Shareholders Agreement, dated as of August 1, 2022 (the ?Second Amendment?), is made by and among (i) Newegg Commerce, Inc., a British Virgin Islands company (the ?Company?), (ii) Fred Chang, an individual in his capacity as the Minority Represent |
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| September 2, 2022 |
Newegg Commerce Announces First Half 2022 Results and Q3 2022 Guidance Exhibit 99.1 Newegg Commerce Announces First Half 2022 Results and Q3 2022 Guidance CITY OF INDUSTRY, Calif., September 2, 2022 - Newegg Commerce, Inc. (NASDAQ: NEGG), a leading global technology e-commerce retailer, today announced its guidance for the quarter ending September 30, 2022, which follows its first half 2022 results that were released on August 30, 2022. Newegg Chief Executive Officer |
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| August 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2022 Commission File Number: 001-34661 Five vendors Newegg Commerce, Inc. |
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| August 30, 2022 |
Exhibit 99.1 NEWEGG COMMERCE, INC. Consolidated Financial Statements June 30, 2022 and December 31, 2021 (Unaudited) NEWEGG COMMERCE, INC. Consolidated Balance Sheets (In thousands, except par value) (Unaudited) June 30, 2022 December 31, 2021 Assets Current assets: Cash and cash equivalents $ 70,069 $ 99,993 Restricted cash 987 4,337 Accounts receivable, net 52,062 62,373 Inventories 178,889 245, |
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| July 26, 2022 |
CORRESP 1 filename1.htm July 26, 2022 Via Edgar Only Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-7010 Attention: Janice Adeloye Re: Newegg Commerce, Inc. Registration Statement on Form F-3 Filed on July 1, 2022 File No. 333-265985 Dear Ms. Adeloye: Please be advised that the undersigned is the duly elected Chief Financial Officer of |
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| July 21, 2022 |
CORRESP 1 filename1.htm July 21, 2022 Via Edgar Only Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-7010 Attention: Janice Adeloye Re: Newegg Commerce, Inc. Registration Statement on Form F-3 Filed on July 1, 2022 File No. 333-265985 Dear Ms. Adeloye: Please be advised that the undersigned is the duly elected Chief Financial Officer of |
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| July 13, 2022 |
United States securities and exchange commission logo July 13, 2022 Anthony Chow Chief Executive Officer Newegg Commerce, Inc. |
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| July 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0101 Expires: July 31, 2023 Estimated average burden hours per response..... 1.0 FORM 144 SEC USE ONLY NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 DOCUMENT SEQUENCE NO. ATTENTION: Transmit for filing 3 copies of this form concurrently with either pla |
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| July 1, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form F-3 (Form Type) Newegg Commerce, Inc. |
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| July 1, 2022 |
As filed with the Securities and Exchange Commission on July 1, 2022 As filed with the Securities and Exchange Commission on July 1, 2022 Registration No. |
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| June 30, 2022 |
RW 1 ea162273-rwnewegg.htm RW June 30, 2022 VIA EDGAR AND FACSIMILE Division of Corporate Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7010 Attn: Donald Field Re: Newegg Commerce, Inc. Request to Withdraw Registration Statement on Form F-1 File No. 333-261077 Ladies and Gentlemen: Newegg Commerce, Inc. (the “Registrant”) previously filed the above-referenced |
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| June 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2022 Commission File Number: 001-34661 Newegg Commerce, Inc. |
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| May 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2022 Commission File Number: 001-34661 Newegg Commerce, Inc. |
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| April 28, 2022 |
Consent of Independent Registered Public Accounting Firm. Exhibit 15.1 Consent of Independent Registered Public Accounting Firm Newegg Commerce, Inc. City of Industry, California We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-259485) of Newegg Commerce, Inc. of our report dated April 28, 2022, relating to the consolidated financial statements, which appears in this Annual Report on Form 20-F. /s/ BD |
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| April 28, 2022 |
Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350. Exhibit 13.2 I, Robert Chang, certify that: 1. This annual report on Form 20-F of the Newegg Commerce, Inc. (the ?Company?) for the year ended December 31, 2021, (the ?Annual Report?) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Annual Report fairly presents, in all material respects, the financial co |
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| April 28, 2022 |
First Amendment to the Amended and Restated Newegg Inc. Shareholders Agreement EX-1.1 2 ea158996ex1-1neweggcom.htm FIRST AMENDMENT TO AMENDED AND RESTATED SHAREHOLDERS AGREEMENT, DATED AS OF MARCH 22, 2022 Exhibit 1.1 NEWEGG COMMERCE, INC. FIRST AMENDMENT TO THE AMENDED AND RESTATED SHAREHOLDERS AGREEMENT This First Amendment to the Amended and Restated Shareholders Agreement, dated as of March 22, 2022 (the “First Amendment”), is made by and among (i) Newegg Commerce, Inc., |
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| April 28, 2022 |
Exhibit 12.2 I, Robert Chang, certify that: 1. I have reviewed this annual report on Form 20-F of Newegg Commerce, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period c |
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| April 28, 2022 |
Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350. Exhibit 13.1 I, Anthony Chow, certify that: 1. This annual report on Form 20-F of the Newegg Commerce, Inc. (the ?Company?) for the year ended December 31, 2021, (the ?Annual Report?) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Annual Report fairly presents, in all material respects, the financial co |
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| April 28, 2022 |
Exhibit 4.17 |
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| April 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXC |
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| April 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2022 Commission File Number: 001-34661 Newegg Commerce, Inc. |
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| April 28, 2022 |
Exhibit 12.1 I, Anthony Chow, certify that: 1. I have reviewed this annual report on Form 20-F of Newegg Commerce, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period c |
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| April 28, 2022 |
Exhibit 2.1 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Set forth below is a summary of certain information concerning the share capital of Newegg Commerce, Inc. (?us?, ?our?, ?we?, or the ?Company?) as well as a description of certain provisions of our Amended and Restated Memorandum and Articles of Association (?Articles of Association?) and relev |
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| February 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2022 Commission File Number: 001-34661 Newegg Commerce, Inc. |
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| February 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Newegg Commerce, Inc. (Name of Issuer) Common Shares, $0.021848 par value per share (Title of Class of Securities) G6483G100 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t |
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| January 26, 2022 |
6-K 1 ea154526-6kneweggcom.htm REPORT OF FOREIGN PRIVATE ISSUER UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2022 Commission File Number: 001-34661 Newegg Commerce, Inc. (Translation of registrant’s name in English) 17560 Rowland St |
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| December 10, 2021 |
As filed with the Securities and Exchange Commission on December 10, 2021 As filed with the Securities and Exchange Commission on December 10, 2021 Registration No. |
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| December 10, 2021 |
Exhibit 21.1 Subsidiary Jurisdiction Advanced Battlestations, Inc. United States Alkers Solutions Inc. United States CAOPC, Inc. United States Chief Value Limited Hong Kong ChiefValue.com, Inc. United States GAOPC, Inc. United States Hangzhou Lianluo Technology Co., Ltd. China INOPC Inc. United States Magnell Associate, Inc. United States Newegg Australia Pty Ltd Australia Newegg Business Inc. Uni |
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| November 30, 2021 |
144 1 ea151518-144newegg.htm FORM 144 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number 3235-0101 Expires: July 31, 2023 Estimated average burden hours per response 1.0 FORM 144 SEC USE ONLY NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 DOCUMENT SEQUENCE NO. ATTENTION: Transmit for filing 3 copies of this f |
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| November 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 OMB APPROVAL OMB Number: 3235-0101 Expires: July 31, 2023 Estimated average burden hours per response..... 1.0 SEC USE ONLY DOCUMENT SEQUENCE NO. CUSIP NUMBER ATTENTION: Transmit for filing 3 copies of this form concurrently wi |
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| November 29, 2021 |
EXECUTIVE EMPLOYMENT AGREEMENT Exhibit 99.3 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the ?Agreement?) is entered into as of the Effective Date (as defined below) by and between Anthony Chow (?Executive?), and Newegg Commerce, Inc., a corporation organized under the laws of the British Virgin Islands (the ?Company?). The Company and Executive may hereinafter each individually be referred to as a ?Party |
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| November 29, 2021 |
Exhibit 99.1 Newegg Reaffirms Its Full-Year 2021 Financial Forecast, Opens Limited Trading Window for Restricted Shares November 29, 2021 ? Los Angeles, CA ? Newegg Commerce, Inc. (NASDAQ: NEGG), a leading tech-focused North American e-retailer, today reaffirmed its previously issued financial forecasts for the fiscal year ending December 31, 2021, as well as the launch of several operating initia |
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| November 29, 2021 |
NEWEGG COMMERCE, INC. 2021 EQUITY INCENTIVE PLAN Exhibit 99.2 NEWEGG COMMERCE, INC. 2021 EQUITY INCENTIVE PLAN 1. Purpose The purpose of this Newegg Commerce, Inc. 2021 Equity Incentive Plan (the ?Plan?) is to promote and closely align the interests of employees, officers, non-employee directors and other service providers of Newegg Commerce, Inc. and its shareholders by providing share-based compensation and other performance-based compensation |
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| November 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2021 Commission File Number: 001-34661 Newegg Commerce, Inc. |
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| November 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2021 Commission File Number: 001-34661 Newegg Commerce, Inc. |
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| November 22, 2021 |
Exhibit 99.1 NEWEGG COMMERCE, INC. Consolidated Financial Statements September 30, 2021 and December 31, 2020 (Unaudited) NEWEGG COMMERCE, INC. Consolidated Balance Sheets (In thousands, except par value) (Unaudited) September 30, 2021 December 31, 2020 Assets Current assets: Cash and cash equivalents $ 114,137 $ 156,635 Restricted cash 7,165 1,111 Accounts receivable, net 42,488 66,465 Inventorie |
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| November 15, 2021 |
Employment Agreement by and between Brian Waters and Newegg Commerce, Inc. Exhibit 10.7 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the ?Agreement?) is entered into as of the Effective Date (as defined below) by and between Brian Waters (?Executive?), and Newegg Commerce, Inc., a corporation organized under the laws of the British Virgin Islands (the ?Company?). The Company and Executive may hereinafter each individually be referred to as a ?Party |
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| November 15, 2021 |
Employment Agreement by and between Montaque Hou and Newegg Commerce, Inc. Exhibit 10.6 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the ?Agreement?) is entered into as of the Effective Date (as defined below) by and between Montaque Hou (?Executive?), and Newegg Commerce, Inc., a corporation organized under the laws of the British Virgin Islands (the ?Company?). The Company and Executive may hereinafter each individually be referred to as a ?Party |
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| November 15, 2021 |
Employment Agreement by and between Anthony Chow and Newegg Commerce, Inc. Exhibit 10.3 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the ?Agreement?) is entered into as of the Effective Date (as defined below) by and between Anthony Chow (?Executive?), and Newegg Commerce, Inc., a corporation organized under the laws of the British Virgin Islands (the ?Company?). The Company and Executive may hereinafter each individually be referred to as a ?Party |
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| November 15, 2021 |
Swing Loan Note, by and among East West Bank, Newegg and Newegg’s subsidiaries Exhibit 10.14 Execution Version SWING LOAN NOTE $10,000,000 August 20, 2021 This Swing Loan Note (this ?Note?) is executed and delivered under and pursuant to the terms of that certain Revolving Credit and Security Agreement dated as of August 20, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the ?Credit Agreement?) by and among NEWEGG COMMERCE, INC., a business |
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| November 15, 2021 |
Exhibit 99.1 November 12, 2021 Newegg Commerce, Inc. 17560 Rowland St. City of Industry, CA 91748 Re: Consent of Frost & Sullivan Ladies and Gentlemen, We, Frost & Sullivan, understand that Newegg Inc. (the ?Company?) plans to file a registration statement on Form F-1 (the ?Registration Statement?) with the United States Securities and Exchange Commission (the ?SEC?) under the Securities Act of 19 |
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| November 15, 2021 |
As filed with the Securities and Exchange Commission on November 15, 2021 As filed with the Securities and Exchange Commission on November 15, 2021 Registration No. |
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| November 15, 2021 |
Letter Agreement, between East West Bank and Newegg Exhibit 10.13 August 20, 2021 East West Bank 135 N. Los Robles Avenue Pasadena, CA 91101 Re: Newegg Business Inc. - Account Number 8045003673 (the ?B2B Account?) Ladies and Gentlemen: East West Bank serves as the administrative and collateral agent (East West Bank, in such capacities, the ?Agent?) for the Lenders to Newegg Commerce, Inc., a British Virgin Islands business company, and its affiliat |
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| November 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K/A REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the period ended June 30, 2021 Commission File Number: 001-34661 Newegg Commerce, Inc. |
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| November 15, 2021 |
Amended and Restated Newegg Inc. Shareholders Agreement Exhibit 4.2 Newegg Inc. 17560 Rowland Street City of Industry, CA 91748 Phone: (626) 271-9700 Fax: (626) 964-4626 October 23, 2020 Digital Grid (Hong Kong) Technology Co., Limited Hangzhou Lianluo Interactive Technology Co., Ltd. Hyperfinite Galaxy Holding Limited 10th Floor, Zhuzong Tower No. 25 Mid Rd. of East 3rd Ring Road Beijing, People?s Republic of China Attention: Yingmei Yang Fred Chang 1 |
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| November 15, 2021 |
Exhibit 21.1 Subsidiary Jurisdiction Advanced Battlestations, Inc. United States Alkers Solutions Inc. United States CAOPC, Inc. United States Chief Value Limited Hong Kong ChiefValue.com, Inc. United States GAOPC, Inc. United States Hangzhou Lianluo Technology Co., Ltd. China INOPC Inc. United States Magnell Associate, Inc. United States Newegg Australia Pty Ltd Australia Newegg Business Inc. Uni |
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| November 15, 2021 |
Employment Agreement by and between Robert Chang and Newegg Commerce, Inc. Exhibit 10.5 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the ?Agreement?) is entered into as of the Effective Date (as defined below) by and between Robert Chang (?Executive?), and Newegg Commerce, Inc., a corporation organized under the laws of the British Virgin Islands (the ?Company?). The Company and Executive may hereinafter each individually be referred to as a ?Party |
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| November 15, 2021 |
Exhibit 99.1 NEWEGG COMMERCE, INC. Consolidated Financial Statements June 30, 2021 and December 31, 2020 (Unaudited, As Restated) NEWEGG COMMERCE, INC. Consolidated Balance Sheets (In thousands, except par value) (Unaudited) June 30, 2021 (As Restated) December 31, 2020 Assets Current assets: Cash and cash equivalents $ 124,526 $ 156,635 Restricted cash 4,777 1,111 Accounts receivable, net 41,510 |
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| November 15, 2021 |
Exhibit 2.2 EQUITY TRANSFER AGREEMENT ?????? This Equity Transfer Agreement (this ?Agreement?) is made and entered into as of October 23, 2020, in Chaoyang District, Beijing, by and among (i) Beijing Fenjin Times Technology Development Co., Ltd. (the ?Purchaser?), (ii) Lianluo Connection Medical Wearable Device Technology (Beijing) Co., Ltd., a company formed under laws of the People's Republic of |
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| November 15, 2021 |
Employment Agreement by and between Jamie Spannos and Newegg Commerce, Inc. Exhibit 10.4 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the ?Agreement?) is entered into as of the Effective Date (as defined below) by and between Jamie Spannos (?Executive?), and Newegg Commerce, Inc., a corporation organized under the laws of the British Virgin Islands (the ?Company?). The Company and Executive may hereinafter each individually be referred to as a ?Part |
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| November 15, 2021 |
Amended and Restated Memorandum and Articles of Association Exhibit 3.1 BVI COMPANY NUMBER: 553525 TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT, 2004 AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Newegg Commerce, Inc. A COMPANY LIMITED BY SHARES Incorporated on the 22nd day of July, 2003 (Re-registered under the BVI Business Companies Act, 2004 on 1st January, 2007) INCORPORATED IN THE BRITISH VIRGIN ISLANDS (As a |
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| November 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2021 Commission File Number: 001-34661 Newegg Commerce, Inc. |
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| October 26, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2021 Commission File Number: 001-34661 Newegg Commerce, Inc. |
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| September 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 OMB APPROVAL OMB Number: 3235-0101 Expires: July 31, 2023 Estimated average burden hours per response..... 1.0 SEC USE ONLY DOCUMENT SEQUENCE NO. CUSIP NUMBER ATTENTION: Transmit for filing 3 copies of this form concurrently wi |
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| September 13, 2021 |
As filed with the Securities and Exchange Commission on September 13, 2021 As filed with the Securities and Exchange Commission on September 13, 2021 Registration No. |
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| September 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0101 Expires: July 31, 2023 Estimated average burden hours per response.... 1.00 FORM 144 SEC USE ONLY NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 DOCUMENT SEQUENCE NO. ATTENTION: Transmit for filing 3 copies of this form concurrently with either pla |
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| September 13, 2021 |
Exhibit 99.1 Newegg Provides Second Half and Full Year 2021 Financial Forecasts and Opens Limited Trading Window for Restricted Shares Expects full year 2021 net sales to be approximately $2.4 billion and net income to be between $36.1 and $40.1 million. September 13, 2021 ? City of Industry, California ? Newegg Commerce, Inc. (NASDAQ: NEGG), a leading tech-focused e-retailer in North America (the |
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| September 13, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2021 Commission File Number: 001-34661 Newegg Commerce, Inc. |
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| August 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2021 Commission File Number: 001-34661 Newegg Commerce, Inc. |
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| August 27, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2021 Commission File Number: 001-34661 Newegg Commerce, Inc. |
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| August 27, 2021 |
Exhibit 10.7 Execution Version PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT (this ?Agreement?), dated as of this 20th day of August 2021, is made by NEWEGG TECH, INC. , a Delaware corporation (formerly known as Newegg Mall, Inc.) (?Newegg Tech?), CHIEFVALUE.COM, INC., a New Jersey corporation (?ChiefValue?) and NUTREND AUTOMOTIVE, INC., a Delaware corporation (?NuTrend? and tog |
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| August 27, 2021 |
Revolving credit note, issued on August 20, 2021, to Cathy Bank Exhibit 10.2 Execution Version REVOLVING CREDIT NOTE $30,000,000 August 20, 2021 This Revolving Credit Note (this ?Note?) is executed and delivered under and pursuant to the terms of that certain Revolving Credit and Security Agreement dated as of August 20, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the ?Credit Agreement?) by and among NEWEGG COMMERCE, INC., |
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| August 27, 2021 |
Exhibit 10.1 Execution Version REVOLVING CREDIT AND SECURITY AGREEMENT by and among EAST WEST BANK, as Agent, Sole Arranger and Book Runner, THE LENDERS PARTY HERETO as the Lenders, and Newegg COMMERCE, Inc., NEWEGG INC., Newegg North America Inc., Newegg.com Americas Inc., Newegg canada Inc., Magnell Associate, Inc., Rosewill Inc., Newegg Business Inc., OZZO Inc., Newegg staffing inc., inopc, inc |
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| August 27, 2021 |
Swing loan note, issued on August 20, 2021, to East West Bank Exhibit 10.5 Execution Version SWING LOAN NOTE $20,000,000 August 20, 2021 This Swing Loan Note (this ?Note?) is executed and delivered under and pursuant to the terms of that certain Revolving Credit and Security Agreement dated as of August 20, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the ?Credit Agreement?) by and among NEWEGG COMMERCE, INC., a business |
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| August 27, 2021 |
Revolving credit note, issued on August 20, 2021, to East West Bank Exhibit 10.4 Execution Version REVOLVING CREDIT NOTE $50,000,000 August 20, 2021 This Revolving Credit Note (this ?Note?) is executed and delivered under and pursuant to the terms of that certain Revolving Credit and Security Agreement dated as of August 20, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the ?Credit Agreement?) by and among NEWEGG COMMERCE, INC., |
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| August 27, 2021 |
Exhibit 10.8 Execution Version GUARANTY AND SURETYSHIP AGREEMENT THIS GUARANTY AND SURETYSHIP AGREEMENT (this ?Guaranty?) is made and entered into as of this 20th day of August 2021, by NEWEGG TECH, INC., a Delaware corporation (formerly known as Newegg Mall, Inc.) (?Newegg Tech?), CHIEFVALUE.COM, INC., a New Jersey corporation (?ChiefValue? and together with Newegg Tech and with each other Person |
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| August 27, 2021 |
Intercompany Subordination Agreement, by and East West Bank, Newegg and Newegg’s subsidiaries Exhibit 10.9 Execution Version INTERCOMPANY SUBORDINATION AGREEMENT THIS INTERCOMPANY SUBORDINATION AGREEMENT (as may be as amended, modified, renewed, extended, or replaced from time to time, this ?Agreement?), dated as of August 20, 2021, is made among the Obligors (as defined below), EAST WEST BANK (?East West?), as administrative agent and collateral agent for the below defined Lenders (East W |
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| August 27, 2021 |
Pledge Agreement, by and among East West Bank, Newegg and Newegg’s subsidiaries Exhibit 10.6 Execution Version PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (this ?Agreement?), dated as of this 20th day of August 2021, is made by NEWEGG COMMERCE, INC., a business company incorporated with limited liability under the laws of the British Virgin Islands (?Newegg Commerce?), NEWEGG INC. , a Delaware corporation (?Newegg?), NEWEGG NORTH AMERICA INC., a Delaware corporation (?Newegg NorAm |
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| August 27, 2021 |
Revolving credit note, issued on August 20, 2021, to Preferred Bank Exhibit 10.3 Execution Version REVOLVING CREDIT NOTE $20,000,000 August 20, 2021 This Revolving Credit Note (this ?Note?) is executed and delivered under and pursuant to the terms of that certain Revolving Credit and Security Agreement dated as of August 20, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the ?Credit Agreement?) by and among NEWEGG COMMERCE, INC., |
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| August 27, 2021 |
Exhibit 99.1 NEWEGG COMMERCE, INC. Consolidated Financial Statements June 30, 2021 and December 31, 2020 (Unaudited) NEWEGG COMMERCE, INC. Consolidated Balance Sheets (In thousands, except par value) (Unaudited) June 30, 2021 December 31, 2020 Assets Current assets: Cash and cash equivalents $ 124,526 $ 156,635 Restricted cash 4,777 1,111 Accounts receivable, net 41,510 66,465 Inventories 207,373 |
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| July 20, 2021 |
NEGG / Newegg Commerce, Inc. / Newegg Commerce, Inc. - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Newegg Commerce, Inc. (Name of Issuer) Common Stock, par value $0.021848 (Title of Class of Securities) G6483G100 (CUSIP Number) Fred Chang 17560 Rowland Street City of Industry, California 91748 (562) 884-8829 (Name, Address and Telephone Number of Perso |
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| July 20, 2021 |
Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing with the Securities and Exchange Commission on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to certain shares of common stock of Newegg Commerce, Inc. |
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| June 1, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 NEWEGG COMMERCE, INC. (Name of Issuer) Common Stock, US$0.021848 par value per share (Title of Class of Securities) G6483G 100 (CUSIP Number) Zhitao He Hangzhou Lianluo Interactive Information Technology Co., Ltd.1 18/F, Xintu Tower 451 Wulianwang Street Binjiang District, |
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| June 1, 2021 |
Exhibit 4.3 SUPPLEMENTAL AND NOVATION AGREEMENT TO PLEDGE AGREEMENT This SUPPLEMENTAL AND NOVATION AGREEMENT, dated as of February 10, 2021 (as amended, restated or otherwise modified from time to time, this ?Supplemental Agreement?), by and among Digital Grid (Hong Kong) Technology Co., Limited a Hong Kong company (?Pledgor?), and Bank of China Limited Zhejiang Branch, as Holder (?Holder?), and H |
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| June 1, 2021 |
EX-4.2 4 ea141921ex4-2newegg.htm PLEDGE AGREEMENT BY AND BETWEEN DIGITAL GRID AND BANK OF CHINA, DATED APRIL 26, 2019 Exhibit 4.2 |
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| June 1, 2021 |
Exhibit 4.1 |
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| June 1, 2021 |
Directors and Executive Officers of the Reporting Persons Exhibit 1 The name, present principal occupation and business address of each director and executive officer of the Reporting Persons is set forth below. |
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| May 19, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A (Amendment No. 2) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Newegg Commerce, Inc. (Exact Name of Registrant as Specified in Its Charter) British Virgin Islands Not Applicable (State of incorporation or organization) (I.R.S. Employer Iden |
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| May 19, 2021 |
Exhibit 99.1 Newegg Commerce, Inc. (formerly Lianluo Smart Limited) Announces Consummation of Merger and Disposition City of Industry, California, May 19, 2021 (BUSINESS WIRE) - Newegg Commerce, Inc., formerly Lianluo Smart Limited (the ?Company?) (NASDAQ: NEGG), a leading e-commerce company in North America, announced the closing of the merger with privately-held Newegg Inc. (?Newegg?) pursuant t |
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| May 19, 2021 |
May 19, 2021 Via EDGAR Transmission Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N. |
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| May 19, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2021 Commission File Number: 001-34661 Newegg Commerce, Inc. |
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| May 19, 2021 |
Letter from BDO China, Dated May 19, 2021. Exhibit 15.1 Letter Regarding Change in Accountants for Form 6-K May 19, 2021 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 We have been furnished with a copy of the response to Form 6-K for the event that occurred on May 19, 2021, to be filed by our former client, Lianluo Smart Limited. We agree with the statements made in response to General Instructions B related t |
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| May 19, 2021 |
Amended M&A filed with the Registrar of Corporate Affairs of the British Virgin Islands. Exhibit 3.1 BVI COMPANY NUMBER: 553525 TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT, 2004 AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Newegg Commerce, Inc. A COMPANY LIMITED BY SHARES Incorporated on the 22nd day of July, 2003 (Re-registered under the BVI Business Companies Act, 2004 on 1st January, 2007) INCORPORATED IN THE BRITISH VIRGIN ISLANDS (As a |
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| May 12, 2021 |
As filed with the Securities and Exchange Commission on May 12, 2021 As filed with the Securities and Exchange Commission on May 12, 2021 Registration No. |
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| May 12, 2021 |
Exhibit 4.1 LOCK-UP AGREEMENT , 2021 Maxim Group LLC 405 Lexington Avenue New York, NY 10174 Re: Public Offering of Newegg Commerce, Inc. Ladies and Gentlemen: The undersigned, a holder of common shares, par value $0.021848 per share (?Common Shares?), or rights to acquire Common Shares, of Lianluo Smart Limited (to be renamed Newegg Commerce, Inc.) (the ?Company?), understands that you are the re |
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| May 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of, May 2021 Commission File Number: 001-34661 Lianluo Smart Limited (Translation of registrant?s name in English) Room 1003B, 10th Floor, BeiKong Technology Building No. |
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| May 5, 2021 |
Filed Pursuant to Rule 433 Registration Statement No. 333-249659 Issuer Free Writing Prospectus dated May 4, 2021 Relating to Preliminary Prospectus dated May 3, 2021 Lianluo Smart Limited/Newegg Commerce, Inc. $30,000,000 Worth of Common Shares (or up to $34,500,000 worth of Common Shares if the underwriter exercise its over-allotment option in full) Free Writing Prospectus This free writing pros |
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| May 4, 2021 |
Form of Underwriting Agreement Exhibit 1.1 [?] COMMON SHARES of NEWEGG COMMERCE, INC. UNDERWRITING AGREEMENT [?], 2021 Maxim Group LLC 405 Lexington Avenue, 2nd Floor New York, NY 10174 As the Representative of the Several underwriters, if any, named in Schedule I hereto Ladies and Gentlemen: The undersigned, Lianluo Smart Limited (to be renamed Newegg Commerce, Inc.), a company incorporated under the laws of British Virgin Isl |
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| May 4, 2021 |
Charter of Compensation Committee Exhibit 99.10 NEWEGG COMMERCE, INC. COMPENSATION COMMITTEE CHARTER 1. Members. The Board of Directors of Newegg Commerce, Inc. (the ?Company?) appoints a Compensation Committee of at least three members and designates one member as chairperson. Members of the Compensation Committee must qualify as ?non-employee directors? for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, and as |
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| May 4, 2021 |
As filed with the Securities and Exchange Commission on May 3, 2021 Registration No. |
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| May 4, 2021 |
Form of Employment Agreement between the Post-Restructure Entity and the Named Executives Exhibit 10.6 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the ?Agreement?) is entered into as of the Effective Date (as defined below) by and between [EXECUTIVE] (?Executive?), and Newegg Commerce, Inc., a corporation organized under the laws of the British Virgin Islands (the ?Company?). The Company and Executive may hereinafter each individually be referred to as a ?Party? |
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| May 4, 2021 |
Charter of Nominating Committee Exhibit 99.9 NEWEGG COMMERCE, INC. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER 1. Members. The Board of Directors of Newegg Commerce, Inc. (the ?Company?) appoints a Nominating/Corporate Governance Committee of at least three members and designates one member as chairperson. 2. Purpose, Duties and Responsibilities. The purpose, duties and responsibilities of the Nominating/Corporate Gove |
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| May 4, 2021 |
Exhibit 99.8 NEWEGG COMMERCE, INC. AUDIT COMMITTEE CHARTER 1. Members. The Board of Directors of Newegg. Commerce, Inc. (the ?Company?) appoints an Audit Committee of at least three members, consisting entirely of independent directors, and designates one member as chairperson or delegates the authority to designate a chairperson to the Audit Committee. Members of the Audit Committee are appointed |
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| April 14, 2021 |
PROXY STATEMENT/PROSPECTUS MERGER AND DISPOSITION PROPOSALS — YOUR VOTE IS VERY IMPORTANT Filed Pursuant to Rule 424(b)(3) Registration No. 333-249660 PROXY STATEMENT/PROSPECTUS MERGER AND DISPOSITION PROPOSALS ? YOUR VOTE IS VERY IMPORTANT April 14, 2021 Dear Shareholder: You are cordially invited to a special meeting of shareholders of Lianluo Smart Limited (which we refer to as the Company or we, us or our) to be held on May 12, 2021 at 10:00 a.m., local time, at our offices located |
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| April 12, 2021 |
As filed with the Securities and Exchange Commission on April 12, 2021 Registration No. |
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| April 12, 2021 |
Lianluo Smart Limited Room 1003B, 10th Floor, BeiKong Technology Building, No. 10 Baifuquan Road Changping District, Beijing, 102200, China April 12, 2021 VIA EDGAR Mr. Donald Field Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Lianluo Smart Limited Registration Statement on Form F-4 File No. 333-249660 Dear Mr. Field: Pursuan |
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| April 12, 2021 |
Newegg Inc. Significant Shareholder Incentive Program Exhibit 10.13 [email protected] 2029 Century Park East Sixth Floor Los Angeles, California 90067 Telephone: (424) 239-3868 Facsimile: (424) 239-3812 FILE NUMBER AGREEMENT ESTABLISHING THE FRED CHANG PARTNERS TRUST Upon the death or incapacity of either Trustor, the other Trustor should consult with a lawyer to ensure prompt completion of certain required actions. Boca Raton ? Cincinnati ? H |
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| April 12, 2021 |
Lianluo Smart Limited 2014 Share Incentive Plan Exhibit 10.11 DEHAIER MEDICAL SYSTEMS LIMITED 2014 SHARE INCENTIVE PLAN 1. Purpose and Effective Date. (a) The purpose of the Dehaier Medical Systems Limited 2014 Share Incentive Plan (the ?Plan?) is to further the long term stability and financial success of Dehaier Medical Systems Limited (the ?Company?) by attracting and retaining personnel, including employees, non-employee directors, and cons |
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| April 12, 2021 |
Lianluo Smart Limited 2009 Share Incentive Plan Exhibit 10.9 DEHAIER MEDICAL SYSTEMS LIMITED 2009 SHARE INCENTIVE PLAN 1. Purpose and Effective Date. (a) The purpose of the Dehaier Medical Systems Limited 2009 Share Incentive Plan (the ?Plan?) is to further the long term stability and financial success of Dehaier Medical Systems Limited (the ?Company?) by attracting and retaining personnel, including employees, non-employee directors, and consu |
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| April 12, 2021 |
Newegg Inc. Fourth Amended and Restated 2005 Incentive Award Plan Exhibit 10.12 NEWEGG, INC. FOURTH AMENDED AND RESTATED 2005 INCENTIVE AWARD PLAN TABLE OF CONTENTS Page 1. PURPOSES OF THE PLAN 1 2. DEFINITIONS 1 3. STOCK SUBJECT TO THE PLAN 6 4. ADMINISTRATION OF THE PLAN 6 5. ELIGIBILITY 8 6. LIMITATIONS 8 7. TERM OF PLAN 9 8. OPTIONS 9 9. STOCK APPRECIATION RIGHTS 12 10. STOCK PURCHASE RIGHTS 14 11. RESTRICTED STOCK AWARD AND RESTRICTED STOCK UNITS 14 12. PER |
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| April 12, 2021 |
Lianluo Smart Limited 2013 Share Incentive Plan Exhibit 10.10 DEHAIER MEDICAL SYSTEMS LIMITED 2013 SHARE INCENTIVE PLAN 1. Purpose and Effective Date. (a) The purpose of the Dehaier Medical Systems Limited 2013 Share Incentive Plan (the ?Plan?) is to further the long term stability and financial success of Dehaier Medical Systems Limited (the ?Company?) by attracting and retaining personnel, including employees, non-employee directors, and cons |
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| April 9, 2021 |
Filed pursuant to Rule 424(b)(3) Registration No. 333-237358 PROSPECTUS LIANLUO SMART LIMITED This prospectus relates to the resale from time to time by the Selling Shareholder identified in this prospectus under the caption ?Selling Shareholder? of up to 118,750 of our $0.021848 par value Class A common shares, or the Resale Shares, issuable upon exercise of certain outstanding warrants issued an |
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| April 1, 2021 |
Exhibit 10.8 GUARANTY AND SURETYSHIP AGREEMENT THIS GUARANTY AND SURETYSHIP AGREEMENT (this ?Guaranty?) is made and entered into as of this 27th day of July 2018, by NEWEGG ENTERPRISES LLC, a Delaware limited liability company (?Newegg Enterprises?), NEWEGG TECH, INC., a Delaware corporation (formerly known as Newegg Mall, Inc.) (?Newegg Tech?), CHIEFVALUE.COM, INC., a New Jersey corporation (?Chi |
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| April 1, 2021 |
Exhibit 10.2 Execution Version REVOLVING CREDIT AND SECURITY AGREEMENT by and among EAST WEST BANK, as Administrative Agent, Sole Arranger, Book Runner and Syndication Agent PNC BANK, NATIONAL ASSOCIATION, as Collateral Agent, THE LENDERS PARTY HERETO as the Lenders, with NEWEGG INC., NEWEGG NORTH AMERICA INC., NEWEGG.COM AMERICAS INC., NEWEGG CANADA INC., NEWEGG BUSINESS INC., OZZO INC., MAGNELL |
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| April 1, 2021 |
Amended and Restated Memorandum and Articles of Association of the Lianluo Smart Limited Exhibit 3.1 BVI COMPANY NUMBER: 553525 TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT, 2004 AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Lianluo Smart Limited A COMPANY LIMITED BY SHARES Incorporated on the 22nd day of July, 2003 (Re-registered under the BVI Business Companies Act, 2004 on 1st January, 2007) INCORPORATED IN THE BRITISH VIRGIN ISLANDS (As a |
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| April 1, 2021 |
First Amendment to Revolving Credit and Security Agreement, dated January 2019 Exhibit 10.3 FIRST AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT (this ?Amendment?), dated as of January , 2019, is entered into by and among NEWEGG INC., a Delaware corporation, NEWEGG NORTH AMERICA INC., a Delaware corporation, NEWEGG.COM AMERICAS INC., a Delaware corporation, NEWEGG CANADA INC., an Ontario corporation, NEWEG |
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| April 1, 2021 |
Newegg Inc. Fourth Amended and Restated 2005 Incentive Award Plan Exhibit 10.13 NEWEGG, INC. FOURTH AMENDED AND RESTATED 2005 INCENTIVE AWARD PLAN TABLE OF CONTENTS Page 1. PURPOSES OF THE PLAN 1 2. DEFINITIONS 1 3. STOCK SUBJECT TO THE PLAN 6 4. ADMINISTRATION OF THE PLAN 6 5. ELIGIBILITY 8 6. LIMITATIONS 8 7. TERM OF PLAN 9 8. OPTIONS 9 9. STOCK APPRECIATION RIGHTS 12 10. STOCK PURCHASE RIGHTS 14 11. RESTRICTED STOCK AWARD AND RESTRICTED STOCK UNITS 14 12. PER |
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| April 1, 2021 |
Exhibit 10.5 PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (this ?Agreement?), dated as of this 27th day of July 2018, is made by NEWEGG INC., a Delaware corporation (?Newegg?), NEWEGG NORTH AMERICA INC., a Delaware corporation (?Newegg NorAm?), NEWEGG.COM AMERICAS INC., a Delaware corporation (?Newegg Americas?), NEWEGG CANADA INC., an Ontario corporation (?Newegg Canada?), NEWEGG BUSINESS INC., a Delaw |
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| April 1, 2021 |
Lianluo Smart Limited 2014 Share Incentive Plan Exhibit 10.12 DEHAIER MEDICAL SYSTEMS LIMITED 2014 SHARE INCENTIVE PLAN 1. Purpose and Effective Date. (a) The purpose of the Dehaier Medical Systems Limited 2014 Share Incentive Plan (the ?Plan?) is to further the long term stability and financial success of Dehaier Medical Systems Limited (the ?Company?) by attracting and retaining personnel, including employees, non-employee directors, and cons |
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| April 1, 2021 |
Newegg Inc. Significant Shareholder Incentive Program Exhibit 10.14 [email protected] 2029 Century Park East Sixth Floor Los Angeles, California 90067 Telephone: (424) 239-3868 Facsimile: (424) 239-3812 FILE NUMBER AGREEMENT ESTABLISHING THE FRED CHANG PARTNERS TRUST Upon the death or incapacity of either Trustor, the other Trustor should consult with a lawyer to ensure prompt completion of certain required actions. Boca Raton ? Cincinnati ? H |
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| April 1, 2021 |
Second Amendment to Revolving Credit and Security Agreement and Consent, dated November 18, 2019 Exhibit 10.4 SECOND AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT AND CONSENT THIS SECOND AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT AND CONSENT (this ?Amendment?), dated as of November 18, 2019, is entered into by and among NEWEGG INC., a Delaware corporation, NEWEGG NORTH AMERICA INC., a Delaware corporation, NEWEGG.COM AMERICAS INC., a Delaware corporation, NEWEGG CANADA INC., |
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| April 1, 2021 |
Exhibit 10.7 PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT (this ?Agreement?), dated as of this 27th day of July 2018, is made by NEWEGG ENTERPRISES LLC, a Delaware limited liability company (?Newegg Enterprises?), NEWEGG TECH, INC., a Delaware corporation (formerly known as Newegg Mall, Inc.) (?Newegg Tech?), CHIEFVALUE.COM, INC., a New Jersey corporation (?ChiefValue?), NUTREN |
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| April 1, 2021 |
Form of Securities Purchase Agreement dated February 27, 2020 Exhibit 4.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of February 27, 2020, between Lianluo Smart Limited, a British Virgin Islands company (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively the ?Purchasers?). WHEREAS, subject to the terms and |
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| April 1, 2021 |
As filed with the Securities and Exchange Commission on March 31, 2021 Registration No. |
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| April 1, 2021 |
Exhibit 10.9 ????? ??, 20?? VIA ????? ????? ????? ?????, ????? ????? Re: Employment Offer Letter Dear ?????, This offer letter sets forth the terms of your employment (?Agreement?) with Magnell Associate, Inc. dba Newegg.com, a California corporation (the ?Company?). The parties to this Agreement shall collectively be referred to herein as the ?Parties?, each a ?Party?. Please review this letter c |
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| April 1, 2021 |
Lianluo Smart Limited 2013 Share Incentive Plan Exhibit 10.11 DEHAIER MEDICAL SYSTEMS LIMITED 2013 SHARE INCENTIVE PLAN 1. Purpose and Effective Date. (a) The purpose of the Dehaier Medical Systems Limited 2013 Share Incentive Plan (the ?Plan?) is to further the long term stability and financial success of Dehaier Medical Systems Limited (the ?Company?) by attracting and retaining personnel, including employees, non-employee directors, and cons |
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| April 1, 2021 |
Form of Class A Common Share Purchase Warrant dated March 2, 2020 Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| April 1, 2021 |
Lianluo Smart Limited 2009 Share Incentive Plan Exhibit 10.10 DEHAIER MEDICAL SYSTEMS LIMITED 2009 SHARE INCENTIVE PLAN 1. Purpose and Effective Date. (a) The purpose of the Dehaier Medical Systems Limited 2009 Share Incentive Plan (the ?Plan?) is to further the long term stability and financial success of Dehaier Medical Systems Limited (the ?Company?) by attracting and retaining personnel, including employees, non-employee directors, and cons |
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| April 1, 2021 |
Exhibit 10.6 EXECUTION VERSION PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT (this ?Agreement?), dated as of this 27th day of July 2018, is made by NEWEGG CANADA INC., an Ontario corporation (?Newegg Canada? and together with each other Person hereafter made a party hereto, the ?Grantors? and each a ?Grantor?), with an address at 55 East Beaver Creek Road, Unit E, Richmond Hill, |
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| April 1, 2021 |
As filed with the Securities and Exchange Commission on March 31, 2021 Registration No. |
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| April 1, 2021 |
Exhibit 4.3 Newegg Inc. 17560 Rowland Street City of Industry, CA 91748 Phone: (626) 271-9700 Fax: (626) 964-4626 October 23, 2020 Digital Grid (Hong Kong) Technology Co., Limited Hangzhou Lianluo Interactive Technology Co., Ltd. Hyperfinite Galaxy Holding Limited 10th Floor, Zhuzong Tower No. 25 Mid Rd. of East 3rd Ring Road Beijing, People?s Republic of China Attention: Yingmei Yang Fred Chang 1 |
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| March 31, 2021 |
Exhibit 4.3 Guarantee Contract This contract was signed by the following parties in Chaoyang District, Beijing on August 31, 2020. Creditor: Hangzhou Lianluo Interactive Information Technology Co., Ltd. (hereinafter referred to as ?Party A?) Legal representative: He Zhitao Address: 18th Floor, Xintu Building, 451 Internet of Things Street, Zhejiang Province Unified Social Credit Code: [ ] Mailing |
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| March 31, 2021 |
Certifications of Interim Chief Financial Officer Pursuant to Rule 13a-14(a) or Rule 15d-1(a) Exhibit 12.2 CERTIFICATIONS I, Yingmei Yang, certify that: 1. I have reviewed this annual report on Form 20-F of Lianluo Smart Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect |
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| March 31, 2021 |
As filed with the Securities and Exchange Commission on March 31, 2021 As filed with the Securities and Exchange Commission on March 31, 2021 Registration No. |
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| March 31, 2021 |
Exhibit 2.1 Description of Rights of Class A Common Shares Registered under Section 12 of the Exchange Act As of December 31, 2020, Lianluo Smart Limited had one class of securities registered under Section 12 of the Exchange Act?its Class A Common Shares, par value $0.021848 per share. References herein to ?we,? ?us,? ?our? and ?Company? refer to Lianluo Smart Limited. The following description o |
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| March 31, 2021 |
Exhibit 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The undersigned, Yingmei Yang, the Interim Chief Financial Officer of LIANLUO SMART LIMITED (the ?Company?), DOES HEREBY CERTIFY that: 1. The Company?s Annual Report on Form 20-F for the fiscal year ended December 31, 2020 (the ?Report?), fully complies with the requir |
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| March 31, 2021 |
Certifications of Chief Executive Officer Pursuant to Rule 13a-14(a) or Rule 15d-1(a) Exhibit 12.1 CERTIFICATIONS I, Bin Lin, certify that: 1. I have reviewed this annual report on Form 20-F of Lianluo Smart Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to th |
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| March 31, 2021 |
Certifications of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The undersigned, Bin Lin, the Chief Executive Officer of LIANLUO SMART LIMITED (the ?Company?), DOES HEREBY CERTIFY that: 1. The Company?s Annual Report on Form 20-F for the fiscal year ended December 31, 2020 (the ?Report?), fully complies with the requirements of Sec |
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| March 31, 2021 |
EX-15.1 8 f20f2020ex15-1lianluo.htm CONSENT FROM BDO CHINA SHU LUN PAN CERTIFIED PUBLIC ACCOUNTANTS LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form F-3 (File No. 333-227817 and File No. 333-220758) and the Registration Statements on For |
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| March 31, 2021 |
EX-15.2 9 f20f2020ex15-2lianluo.htm CONSENT FROM CENTURION ZD CPA & CO. (SUCCESSOR TO CENTURION ZD CPA LIMITED), INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.2 中正達會計師事務所 Centurion ZD CPA &Co. Certified Public Accountants (Practising) Unit 1304, 13/F, Two Harbourfront, 22 Tak Fung Street, Hunghom, Hong Kong. 香港 紅磡 德豐街22號 海濱廣場二期 13樓1304室 Tel 電話: (852) 2126 2388 Fax 傳真: (852) 2122 9078 Em |
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| March 31, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES E |
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| February 12, 2021 |
As filed with the Securities and Exchange Commission on February 11, 2021 Registration No. |
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| February 12, 2021 |
As filed with the Securities and Exchange Commission on February 11, 2021 Registration No. |
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| January 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Lianluo Smart Limited (Name of Issuer) Class A Common Shares, $0.021848 par value per share (Title of Class of Securities) G5478K100 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des |
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| January 26, 2021 |
As filed with the Securities and Exchange Commission on January 25, 2021 Registration No. |
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| January 25, 2021 |
As filed with the Securities and Exchange Commission on January 25, 2021 Registration No. |
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| January 25, 2021 |
Confidential Treatment Requested by Lianluo Smart Limited CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. |
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| January 5, 2021 |
United States securities and exchange commission logo January 5, 2021 Bin Lin Chief Executive Officer Lianluo Smart Limited Room 611, 6th Floor, Beikong Technology Building No. |
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| January 5, 2021 |
United States securities and exchange commission logo January 5, 2021 Bin Lin Chief Executive Officer Lianluo Smart Limited Room 611, 6th Floor, Beikong Technology Building No. |
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| December 23, 2020 |
As filed with the Securities and Exchange Commission on December 23, 2020 Registration No. |
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| December 23, 2020 |
As filed with the Securities and Exchange Commission on December 23, 2020 Registration No. |
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| December 23, 2020 |
Lianluo Smart Limited Room 611, 6th Floor, Beikong Technology Building No. 10 Baifuquan Road, Changping District Beijing 102200, People?s Republic of China December 23, 2020 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC. 20549 Attn: Donald Field and Dietrich King Re: Lianluo Smart Limited Amendment No. 1 to Registration Statement on Form F-4 Filed on December 9, 2020 Fi |
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| December 16, 2020 |
United States securities and exchange commission logo December 16, 2020 Bin Lin Chief Executive Officer Lianluo Smart Limited Room 611, 6th Floor, Beikong Technology Building No. |
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| December 16, 2020 |
United States securities and exchange commission logo December 16, 2020 Bin Lin Chief Executive Officer Lianluo Smart Limited Room 611, 6th Floor, Beikong Technology Building No. |
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| December 9, 2020 |
As filed with the Securities and Exchange Commission on December 9, 2020 Registration No. |
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| December 9, 2020 |
As filed with the Securities and Exchange Commission on December 9, 2020 Registration No. |
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| December 9, 2020 |
Exhibit 3.2 BVI COMPANY NUMBER: 553525 TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT, 2004 AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Newegg Commerce, Inc. A COMPANY LIMITED BY SHARES Incorporated on the 22nd day of July, 2003 (Re-registered under the BVI Business Companies Act, 2004 on 1st January, 2007) INCORPORATED IN THE BRITISH VIRGIN ISLANDS (As a |
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| December 9, 2020 |
Exhibit 99.7 December 9, 2020 Newegg Inc. 17560 Rowland St. City of Industry, CA 91748 Re: Consent of Frost & Sullivan Ladies and Gentlemen, Referecne is made to the registration statement on Form F-1 (as amended, the “Registration Statement”) filed by Lianluo Smart Limited (the “Company”) with the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as am |
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| December 9, 2020 |
Lianluo Smart Limited Room 611, 6th Floor, Beikong Technology Building No. 10 Baifuquan Road, Changping District Beijing 102200, People?s Republic of China December 9, 2020 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC. 20549 Attn: Donald Field and Dietrich King Re: Lianluo Smart Limited Registration Statement on Form F-4 Filed on October 26, 2020 File No. 333-249660 La |
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| November 20, 2020 |
United States securities and exchange commission logo November 20, 2020 Bin Lin Chief Executive Officer Lianluo Smart Limited Room 611, 6th Floor, Beikong Technology Building No. |
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| November 20, 2020 |
United States securities and exchange commission logo November 20, 2020 Bin Lin Chief Executive Officer Lianluo Smart Limited Room 611, 6th Floor, Beikong Technology Building No. |
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| November 4, 2020 |
DEL AM 1 ea129305-delamlianluosmart.htm DEL AM LIANLUO SMART LIMITED November 3, 2020 Via Edgar Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Delaying Amendment for Lianluo Smart Limited’s Registration Statement on Form F-1 (File No. 333-249659) Ladies and Gentlemen: Pursuant to Rule 473 under the Securities Act of 1933, as amended |
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| October 26, 2020 |
Pledge and Security Agreement by and among PNC Bank, and Newegg’s subsidiaries Exhibit 10.10 PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of this 27th day of July 2018, is made by NEWEGG ENTERPRISES LLC, a Delaware limited liability company (“Newegg Enterprises”), NEWEGG TECH, INC., a Delaware corporation (formerly known as Newegg Mall, Inc.) (“Newegg Tech”), CHIEFVALUE.COM, INC., a New Jersey corporation (“ChiefValue”), NUTRE |
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| October 26, 2020 |
Exhibit 3.2 BVI COMPANY NUMBER: 553525 TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT, 2004 AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF Newegg Commerce, Inc. A COMPANY LIMITED BY SHARES Incorporated on the 22nd day of July, 2003 (Re-registered under the BVI Business Companies Act, 2004 on 1st January, 2007) INCORPORATED IN THE BRITISH VIRGIN ISLANDS (As a |
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| October 26, 2020 |
Second Amendment to Revolving Credit and Security Agreement and Consent Exhibit 10.13 SECOND AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT AND CONSENT THIS SECOND AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT AND CONSENT (this “Amendment”), dated as of November 18, 2019, is entered into by and among NEWEGG INC., a Delaware corporation, NEWEGG NORTH AMERICA INC., a Delaware corporation, NEWEGG.COM AMERICAS INC., a Delaware corporation, NEWEGG CANADA INC., |
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| October 26, 2020 |
As filed with the Securities and Exchange Commission on October 26, 2020 Registration No. |
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| October 26, 2020 |
Exhibit 10.7 Execution Version REVOLVING CREDIT AND SECURITY AGREEMENT by and among EAST WEST BANK, as Administrative Agent, Sole Arranger, Book Runner and Syndication Agent PNC BANK, NATIONAL ASSOCIATION, as Collateral Agent, THE LENDERS PARTY HERETO as the Lenders, with NEWEGG INC., NEWEGG NORTH AMERICA INC., NEWEGG.COM AMERICAS INC., NEWEGG CANADA INC., NEWEGG BUSINESS INC., OZZO INC., MAGNELL |
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| October 26, 2020 |
Lianluo Smart Limited and Newegg Inc. Announce Entering into Merger Agreement Exhibit 99.3 Lianluo Smart Limited and Newegg Inc. Announce Entering into Merger Agreement City of Industry, California and Beijing, China, October 24, 2020 /PRNewswire/ — Lianluo Smart Limited ("LLIT" or the "Company") (NASDAQ: LLIT), and privately-held Newegg Inc. ("Newegg") today jointly announced that they have entered into an Agreement and Plan of Merger (the "Merger Agreement"), whereby the |
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| October 26, 2020 |
First Amendment to Revolving Credit and Security Agreement Exhibit 10.12 FIRST AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT (this “Amendment”), dated as of January , 2019, is entered into by and among NEWEGG INC., a Delaware corporation, NEWEGG NORTH AMERICA INC., a Delaware corporation, NEWEGG.COM AMERICAS INC., a Delaware corporation, NEWEGG CANADA INC., an Ontario corporation, NEWE |
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| October 26, 2020 |
Consent of Nominee for Director (Yingmei Yang) Exhibit 99.5 CONSENT OF YINGMEI YANG Lianluo Smart Limited (the “Company”) intends to file a Registration Statement on Form F-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Regi |
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| October 26, 2020 |
List of Subsidiaries of Post-Closing Issuer Exhibit 21.1 Name Jurisdiction DBA Tax Treatment 1. CAOPC, Inc. California Corporation 2. Chief Value Limited Hong Kong Corporation 3. ChiefValue.com, Inc. New Jersey CA - ABS Computer Technologies NJ - dba ChiefValue.com Corporation 4. INOPC Inc. Indiana IN - dba Newegg.com Corporation 5. Magnell Associate, Inc. California CA - dba Newegg.com Corporation 6. Newegg Australia Pty LTD. Australia Cor |
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| October 26, 2020 |
Pledge and Security Agreement by and among PNC Bank, and Newegg Canada Inc. Exhibit 10.9 EXECUTION VERSION PLEDGE AND SECURITY AGREEMENT THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”), dated as of this 27th day of July 2018, is made by NEWEGG CANADA INC., an Ontario corporation (“Newegg Canada” and together with each other Person hereafter made a party hereto, the “Grantors” and each a “Grantor”), with an address at 55 East Beaver Creek Road, Unit E, Richmond Hill, |
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| October 26, 2020 |
Newegg’s 2005 Incentive Plan, as Amended Exhibit 10.4 NEWEGG, INC. FOURTH AMENDED AND RESTATED 2005 INCENTIVE AWARD PLAN TABLE OF CONTENTS Page 1. PURPOSES OF THE PLAN 1 2. DEFINITIONS 1 3. STOCK SUBJECT TO THE PLAN 6 4. ADMINISTRATION OF THE PLAN 6 5. ELIGIBILITY 8 6. LIMITATIONS 8 7. TERM OF PLAN 9 8. OPTIONS 9 9. STOCK APPRECIATION RIGHTS 12 10. STOCK PURCHASE RIGHTS 14 11. RESTRICTED STOCK AWARD AND RESTRICTED STOCK UNITS 14 12. PERF |
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| October 26, 2020 |
Exhibit 2.2 EQUITY TRANSFER AGREEMENT 股份转让协议 This Equity Transfer Agreement (this “Agreement”) is made and entered into as of September [ ], 2020, in Chaoyang District, Beijing, by and among (i) Beijing Fenjin Times Technology Development Co., Ltd. (the “Purchaser”), (ii) Lianluo Connection Medical Wearable Device Technology (Beijing) Co., Ltd., a company formed under laws of the People's Republic |
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| October 26, 2020 |
Consent of Nominee for Director (Gregory Moore) Exhibit 99.1 CONSENT OF GREGORY MOORE Lianluo Smart Limited (the “Company”) intends to file a Registration Statement on Form F-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the Reg |
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| October 26, 2020 |
Exhibit 4.4 SUPPORT AGREEMENT THIS SUPPORT AGREEMENT (this “Agreement”), dated as of October 23, 2020, is made by and among Lianluo Smart Limited, a business company incorporated under the laws of the British Virgin Islands (“LLIT”), Newegg Inc., a Delaware corporation (“Newegg”), and the undersigned holders (“Shareholders”) of LLIT Class A Shares and LLIT Class B Shares (the “Shares”). WHEREAS, L |
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| October 26, 2020 |
Exhibit 99.2 EQUITY TRANSFER AGREEMENT 股份转让协议 This Equity Transfer Agreement (this “Agreement”) is made and entered into as of October 23, 2020, in Chaoyang District, Beijing, by and among (i) Beijing Fenjin Times Technology Development Co., Ltd. (the “Purchaser”), (ii) Lianluo Connection Medical Wearable Device Technology (Beijing) Co., Ltd., a company formed under laws of the People's Republic o |
